AN  ACT 


'■ ' ■(  / 

TO  INCdUiyORiTE 


THE 


EXCKAWGE 


PASSED'  APRIL  13th,  1838. 


PHILADELPHIA: 


John  C.  Clark,  Printer,  60  Dock  Street. 


■h  i'? 


https://archive.org/details/acttoincorporateOOexch 


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THI?  ; _ 

EXCHANGE  INSURANCE  COMPANY. 


AN  ACT 

To  incorporate  the  Exchange  Insurance  Company. 

Sect.  14.  That  Matthew  C.  Ralston,  Joseph  Hand,  Joseph  W. 
Ryers,  Alexander  M‘Clurg,  John  B.  Myers,  William  B.  Fling,  David 
Hill,  Frederick  Fraley,  John  Bacon,  Abraham  J.  Lewis,  Thomas  Cook, 
Henry  Toland,  John  B.  Budd,  George  W.  Page,  William  S.  Smith, 
Henry  Chester,  John  L.  Hodge,  Thomas  Hays,  Joseph  B.  Smith,  Robert 
Howell,  William  Allen,  William  M‘Kee,  Alexander  L.  Lardner,  John 
Jones,  Jacob  M.  Thomas,  Henry  Farnum,  William  Carlisle,  Jacob  B. 
Clement,  Alexander  Burden,  James  Allen,  George  Ford,  jr.  be,  and 
they  are  hereby  appointed  commissioners  for  receiving  subscriptions  to 
the  stock  of  a company,  to  be  called  the  Exchange  Insurance  Com- 
pany ; and  shall  open  books  for  that  purpose,  in  the  city  of  Philadel- 
phia, at  the  time  and  place  by  them  to  be  appointed;  of  which  they 
shall  give  not  less  than  ten  days’  notice,  in  two  daily  newspapers,  pub- 
lished in  the  city  of  Philadelphia.  And  said  books  shall  be  kept  open 
for  two  days,  between  the  hours  of  ten  and  two  o’clock,  on  each  day, 
until  the  number  of  three  thousand  shares,  at  one  hundred  dollars  per 
share,  shall  be  subscribed ; after  which  the  books  shall  be  closed ; and 
all  persons  of  lawful  age,  shall  be  permitted  to  subscribe  for  said  stock ; 
and  on  the  first  day  on  which  the  said  books  shall  be  opened,  no  per- 
son shall  be  permitted  to  subscribe  for  more  than  ten  shares;  but  if  the 
whole  of  the  said  stock  shall  not  then  have  been  subscribed,  the  com- 
missioners shall,  on  the  second  day  thereafter,  permit  any  person 
aforesaid,  to  subscribe  for  any  number  of  shares  remaining : Provided, 
that  if  the  subscriptions  on  the  first  and  second  days,  should  exceed  the 
number  of  three  thousand  shares,  the  shares  of  each  subscriber  shall  be 
reduced  in  proportion ; so,  however,  that  no  individual,  without  his  con- 
sent, have  his  subscription  reduced  below  five  shares. 

Sect.  15.  When  the  whole  number  of  shares  in  the  capital  stock  as 
aforesaid  shall  have  been  subscribed,  and  at  least  five  dollars  per  share 


^^3279 


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paid  in,  the  said  commissioners  shall  certify  to  the  governor,  under  their 
hands,  or  under  the  hands  and  seals  of  any  ten  of  them,  the  names  of 
the  subscribers,  and  the  number  of  shares  by  them  subscribed  respec- 
tively. And  the  governor  shall  thereupon,  by  letters  patent,  under  his 
hand  and  the  seal  of  the  state,  erect  and  create  the  subscribers  into  one 
body  politic  and  corporate,  in  deed  and  in  law,  by  the  name,  style  and 
title  of  “ The  Exchange  Insurance  Company by  which  name  and  title, 
the  subscribers  shall  have  perpetual  succession,  and  shall  be  able  to  sue 
and  be  sued,  plead  and  be  impleaded,  in  all  courts  of  record  and  else- 
where ; and  to  purchase,  receive,  have,  hold  and  enjoy,  to  them  and  to 
their  successors,  lands,  tenements  and  hereditaments,  goods  and  chat- 
tels, of  what  nature,  quality  or  kind  soever,  real,  personal  or  mixed,  or 
choses  in  action;  and  the  same,  from  time  to  time,  to  sell,  demise, 
grant,  alien  or  dispose  of:  Provided,  that  the  real  estate  shall  be  only 
such  as  shall  be  necessary  to  accommodate  the  said  corporation,  in  the 
transaction  of  the  business  thereof,  or  shall  be  taken  and  held  in  secu- 
rity for  the  payment  of  debts  due  to  the  corporation;  and  that  the 
yearly  income  of  the  said  real  estate  shall  not,  at  any  time,  exceed  the 
sum  of  twelve  thousand  dollars:  And  provided  also,  that  the  said 
company  shall  have  authority  to  make  and  to  have  a common  seal,  and 
the  same  to  break,  alter  and  renew  at  pleasure;  and  also,  to  ordain,  es- 
tablish, and  put  in  execution,  such  by-laws,  ordinances,  and  regulations 
as  shall  appear  necessary  and  convenient  for  the  government  of  the 
said  corporation,  and  not  being  contrary  to  the  laws  of  the  United 
States,  or  of  this  state;  and  generally  to  do  all  and  singular,  the  mat- 
ters which  to  them  shall  lawfully  appertain  to  do  for  the  well  being  of 
the  said  corporation,  and  the  managing  and  ordering  of  the  affairs 
thereof. 

Sect.  16.  For  the  government  of  the  affairs  of  the  said  corporation, 
there  shall  be  ten  directors,  who  shall  be  citizens  of  this  commonwealth, 
and  stockholders  of  the  said  corporation,  holding  at  least  five  shares  each 
in  their  own  right,  elected  annually,  on  the  first  Monday  of  January, 
by  the  stockholders,  at  their  general  meeting  for  that  purpose  assem- 
bled; public  notice  of  the  time  and  place  of  holding  such  meetings  and 
elections,  having  been  given  in  at  least  two  daily  newspapers  in  the 
city  of  Philadelphia,  not  less  than  five  days  previous  to  holding  the 
same;  and  the  directors,  at  their  first  meeting  after  such  election,  shall 
choose  one  of  their  number  as  president;  but  in  case  it  should  happen, 
at  any  time,  that  an  election  of  directors  should  not  be  made  upon  any 
day  when  pursuant  to  this  act  it  ought  to  have  been  made,  the  corpora- 


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tion  shall  not,  for  that  cause,  be  deemed  to  be  dissolved ; and  it  shall 
be  lawful,  on  any  day  within  thirty  days  thereafter,  to  hold  and  make 
an  election  of  directors,  in  such  manner  as  shall  be  regulated  by  the 
by-laws  and  ordinances  of  the  corporation ; and  in  case  of  any  direc- 
tor’s death  or  resignation,  his  place  may  be  filled,  for  the  remainder 
of  the  year,  in  such  manner  as  the  ordinances  of  the  said  corporation 
shall  for  that  purpose  direct:  Provided,  that  the  first  election  for 
directors  shall  be  held  at  a time  and  place  to  be  appointed  by  the  com- 
missioners befo rementioned,  or  any  ten  of  them,  they  giving  notice 
thereof,  in  manner  aforesaid;  and  the  directors  so  chosen,  shall  hold 
their  offices  until  the  first  Monday  of  January,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  thirty-nine,  and  until  new  directors 
shall  be  chosen. 

Sect.  17.  The  votes  of  the  stockholders  for  directors  shall  be  by 
ballot ; and  for  the  election  of  directors,  and  for  the  deciding  of  all  ques- 
tions in  the  general  meeting  of  the  stockholders,  the  ratio  of  votes  shall 
be  as  follows,  to  wit : A stockholder  having  five  shares,  or  less,  one 
vote ; six  and  not  more  than  nine,  two  votes ; ten  and  not  more  than 
fourteen,  four  votes;  fifteen  and  not  more  than  nineteen,  six  votes; 
twenty  and  not  more  than  twenty-four,  eight  votes;  twenty-five  and 
not  more  than  twenty-nine,  ten  votes ; thirty  and  not  more  than  thirty- 
four,  twelve  votes ; thirty-five  and  not  more  than  thirty-nine,  fourteen 
votes;  forty  and  not  more  than  forty-five,  sixteen  votes;  forty-five  and 
not  more  than  forty-nine,  eighteen  votes ; fifty  and  upwards,  twenty 
votes.  But  no  stockholder  shall  be  entitled,  in  his  own  right,  or  as  a 
proxy,  to  a greater  number  than  twenty-five ; nor  shall  any  stockholder 
vote  at  any  election  for  directors,  unless  the  share  or  shares  on  which 
he  or  she  may  claim  to  vote,  shall  have  been  standing,  in  his  or  her 
name,  on  the  books  of  the  said  corporation,  for  at  least  three  months 
previous  to  said  election. 

Sect.  18.  The  president  and  directors  of  the  said  corporation,  for 
the  time  being,  shall  have  power  to  appoint  such  officers,  clerks,  agents, 
and  other  persons,  as  shall  be  necessary  for  conducting  and  executing 
the  business  of  said  corporation,  as  well  in  the  city  of  Philadelphia  as 
elsewhere ; and  to  allow  the  said  persons  so  appointed,  such  compen- 
sation for  their  services,  respectively,  as  they  shall  deem  reasonable  ; 
and  generally  to  exercise  all  other  powers  and  authorities,  for  the  well 
governing  and  ordering  the  affairs  and  funds  of  the  said  corporation,  as 
this  act  confers  and  allows,  or  as  may  be  hereafter  conferred  and  al- 
lowed, by  the  laws,  regulations  and  ordinances  of  said  corporation. 


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Sect.  19.  The  shares  of  the  capital  stock  of  the  said  company  shall 
be  called  in  and  paid  at  such  time  and  times,  and  in  such  proportion  or 
proportions  as  the  president  and  directors  shall  declare  and  require  • 
giving  at  least  thirty  days’  previous  public  notice  thereof ; and  any 
stockholder  or  stockholders,  his,  her,  or  their  executors,  administrators 
or  assigns,  neglecting  or  refusing  to  pay  all,  or  any  part  of  the  sum  or 
sums  of  money  for  his,  her,  or  their  share  or  shares,  in  the  proportion, 
and  at  the  time  and  times  prescribed  as  aforesaid,  for  the  payment 
thereof,  shall  forfeit  to  the  use  of  the  said  company  all  the  money  by 
him,  her  or  them  previously  paid  on  account  of  said  share  or  shares, 
together  with  all  right,  title,  interest,  property,  emolument,  claim  and 
demand  whatsoever,  of,  in,  to,  or  out  of,  the  capital  stock  and  funds  of 
the  said  company,  and  the  profits  arising,  or  to  arise  therefrom,  by 
reason  or  on  account  of  the  share  or  shares  so  forfeited.  The  capital 
stock  of  the  said  company  shall  amount  to  the  sum  of  three  hundred 
thousand  dollars,  and  be  divided  into  three  thousand  shares;  which 
shares  shall  be  assignable  and  transferable,  according  to  such  rules  and 
regulations,  as  the  directors  shall  make  and  establish  for  the  assign- 
ment and  transfer  thereof. 

Sect.  20.  It  shall  be  lawful  for  the  said  corporation  from  time  to 
time,  to  improve  and  invest  the  capital  stock  and  funds  of  the  company 
in  the  public  securities  of  the  United  States,  or  in  the  stock  or  stocks  of 
any  incorporated  institution,  within  this  commonwealth  or  elsewhere, 
or  to  loan  the  same  to  the  state  of  Pennsylvania,  or  on  the  security  of 
real  estate  within  the  state  of  Pennsylvania;  and  the  public  securities 
aforesaid,  and  all  other  evidences  of  debt  or  duty,  owing  and  belonging 
to  the  said  company,  shall  be  transferred  to,  and  taken  in  the  name  of, 
the  Exchange  Insurance  Company ; and  all  deposits  for  the  safe  keep- 
ing of  the  moneys  and  securities  of  the  company,  shall  be  made  in  any 
incorporated  bank  or  banks,  located  in  the  city  or  county  of  Philadel- 
phia, in  such  manner,  and  in  such  terms,  that  the  same  shall  always 
appear  to  be  the  property  of  the  company,  and  shall  be  subject  only  to 
the  drafts  or  orders  of  their  proper  officers,  and  under  such  regulations 
as  shall  be  established  by  the  by-laws  of  the  company. 

Sect.  21.  The  president  and  directors  shall  have  full  power,  on  be- 
half of  the  said  corporation,  to  make  insurance  against  losses  by  fire 
on  any  house,  tenement,  or  manufactory,  or  on  goods,  wares,  mer- 
chandise and  effects  therein,  and  upon  any  ship  or  vessel  upon  the 
stocks,  building  or  repairing,  or  at  moorings,  or  lying  in  port,  and  on 


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goods,  wares,  merchandise,  and  other  effects  therein,  and  on  hay,  grain, 
and  other  agricultural  products,  in  barns,  stacks,  or  otherwise,  and 
generally  on  all  kinds  of  goods,  buildings,  wares,  merchandise,  and 
effects  upon  the  land,  or  lying  in  port;  and  further,  to  make  insurance 
against  losses  by  fire  or  by  water,  on  goods,  wares,  merchandise  and 
effects  transported  on  rivers,  on  canals,  or  on  rail  roads,  by  steam  boats 
or  wagons,  in  canal  boats  or  cars,  and  to  make  all  kind  of  marine 
insurance,  and  to  loan  money  upon  bottomry  and  upon  respondentia, 
and  to  make,  execute,  and  perfect  such  and  so  many  contracts,  bar- 
gains, agreements,  policies,  and  other  instruments  as  shall  or  may  be 
necessary,  and  as  the  nature  of  the  case  shall  or  may  require;  and 
every  such  contract,  bargain,  agreement  and  policy  to  be  made  by  said 
corporation,  shall  be  in  writing  or  in  print,  and  shall  be  under  the  seal 
of  the  said  corporation,  signed  by  the  president,  and  attested  and  coun- 
tersigned by  the  secretary  or  other  officer,  who  may  be  appointed  by 
the  president  and  directors  for  that  purpose. 

Sect.  22.  In  case  any  assured,  named  in  any  policy  or  contract  of 
insurance  made  by  the  said  corporation,  shall  sell,  convey,  or  assign 
the  subject  insured,  it  shall  be  lawful  for  such  assured  to  assign  and  to 
deliver  to  the  purchaser  such  policy  or  contract  of  insurance,  and  such 
assignee  shall  have  all  the  benefit  of  such  policy  or  contract  of  insu- 
rance, and  may  bring  and  maintain  a suit  in  his,  her,  or  their  own 
name  or  names : Provided,  that  before  any  loss  happens,  he  shall 

obtain  the  consent  of  the  insurer  to  such  assignment,  and  have  the  same 
indorsed  on  or  annexed  to  such  policy  or  contract  of  insurance,  and  not 
otherwise. 

Sect.  23.  The  president  and  directors  shall,  on  the  first  Monday  in 
December,  in  the  year  of  our  Lord  one  thousand  eight  hundred  and 
thirty -eight,  and  on  the  first  Mondays  of  December  and  June,  in  every 
year  thereafter,  declare  and  divide  so  much  of  the  profits  of  the  said 
corporation  as  to  them  shall  appear  advisable,  and  the  dividend  so  de- 
clared shall  be  paid  to  the  respective  stockholders  agreeably  to  such 
rules  as  the  president  and  directors  shall  make  for  the  purpose;  but  the 
moneys  received  as  premiums  upon  risks  which  remain  undetermined 
and  are  outstanding  at  the  time  of  the  declaring  such  dividend,  shall 
not  then  be  considered  as  part  of  the  profits  of  the  said  corporation,  or 
divided  as  such ; and  if  any  loss  or  losses  shall  happen,  whereby  the 
capital  stock  of  said  company  shall  be  lessened,  no  subsequent  dividend 
shall  be  made,  until  a sum  equal  to  such  diminution  shall  have  been 
added  to  the  capital  stock  of  said  company.  And  if  the  president  and 


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directors  shall  knowingly  make  a dividend  or  dividends,  contrary  to 
the  true  intent  and  meaning  of  the  prohibitions  herein  contained,  the 
president,  if  he  consents  thereto,  and  such  of  the  directors  as  shall  con- 
sent thereto,  shall,  in  their  individual  capacity,  be  accountable  for,  and 
pay  over  to,  said  corporation,  for  the  use  thereof,  as  much  money  as 
they  may  so  divide  and  pay  more  than  by  this  act  they  are  authorized 
to  do.  And  the  president,  and  each  director  in  office  at  the  time  of 
making  such  dividend,  hereby  prohibited  to  be  made,  shall  be  deemed 
as  consenting  to  such  dividend,  unless  he  or  they  shall,  at  the  time  of 
making  such  dividend,  be  absent  from  the  board  of  directors,  or  if  pre- 
sent, shall  immediately  enter  his  or  their  protests  on  the  minutes  of  the 
board  of  directors,  and  also  give  notice  thereof  in  two  or  more  news- 
papers published  in  Philadelphia. 

Sect.  24.  If  at  any  time,  it  shall  appear  to  the  Legislature,  that  the 
said  Exchange  Insurance  Company  has  abused  or  misused  any  of  the 
privileges  hereby  granted,  the  power  to  repeal  so  much  of  this  act  as 
relates  to  the  said  Exchange  Insurance  Company  shall  in  nowise  be 
denied  or  impaired ; but  such  repeal  shall  not  affect  any  engagement  to 
which  the  said  Exchange  Insurance  Company  may  become  a party 
previously  thereto,  and  that  the  said  Exchange  Insurance  Company 
shall  have  a reasonable  time  allowed  them  to  bring  their  accounts  to  a 
final  settlement  and  termination. 

Office  of  the  Secretary  of  the  Commonwealth, 
Harrisburgh,  April  16,  1838. 

This  is  to  certify,  that  the  above  and  foregoing  is  a true  and  correct 
copy  of  so  much  of  the  act,  entitled  “ An  Act  to  incorporate  the  Brad- 
ford County  Mutual  Insurance  Company,  and  for  other  purposes,” 
passed  the  thirteenth  day  of  April,  one  thousand  eight  hundred  and 
thirty-eight,  as  relates  to  the  Exchange  Insurance  ComjDany,  on  file  in 
this  office. 

Witness  my  hand  and  the  seal  of  the  said  office,  the  day  and  year 
aforesaid. 

J.  WALLACE, 

Deputy  Secretary^ 


